Got it.....
The Company Capitalization. The Company's total authorized capital
stock consists of 100,000,000 shares of Common Stock, $0.001 par value per
share and 20,000,000 shares of 7% Cumulative Convertible Preferred Stock, $0.01
par value per share. As of October 31, 1998, there are 47,285,734 common shares
of the Company issued and outstanding. There are 83,300 Preferred Shares
issued or outstanding. Prior to the closing of the transaction the Company
intends to exchange all of its issued and outstanding preferred stock for
voting common stock so that there will be no issued or outstanding preferred
stock at the date set for the closing of the transaction. The existing
shareholders of the Company shall receive that number of shares of common stock
following the merger that will result in the ownership of 10% (ten) of the
issued and outstanding shares of common stock of the Company following the
merger.
(B) Special Board and Shareholder Meetings. The Company, in cooperation
with SLC, shall take such steps as may be reasonably required to effectuate the
merger including the following: (i) Prior to closing, the Board of Directors of
SLC will, if required, or deemed advisable by SLC, call a special meeting of
the Board of Directors for the purpose of ratifying the transaction proposed
herein and shall take all additional action necessary to cause the transaction
contemplated by the agreement to be ratified; (ii) Prior to closing, the Board
of Directors of the Company shall approve and ratify the terms of the
transaction proposed herein and shall take all action necessary to effectuate
the proposed transaction; (iii) SLC will file, if any, the required corporate
merger documents with the Secretary of State of Nevada; (iv) SLC will furnish a
statement from the Secretary of State of Nevada that the Nevada corporation
has been dissolved; and (v) SLC's Corporate Secretary will provide a letter to
the Company's directors stating that the Company is authorized to use the name
SLC Corporation (SLCC). The Company shall be the surviving entity following
the merger.
(C) Contract Assignments. Subject to the approval of the terms and
conditions contained herein, as well as any additional terms as may be agreed
upon by the Company's Board of Directors and SLC Board of Directors, SLC shall
consummate the transaction with TEI by assigning all material contracts and
agreements of SLC together with the written approvals to assign said contracts
and assignments by the contracting parties and all other assets as agreed.
(D) Officers and Directors. At the closing, the present officers and
directors of the Company shall deliver to SLC their respective letters of
resignation, along with certified minutes of the Company's Board of Directors
accepting such resignation and appointing to the Company Board of Directors
those persons designated by SLC to be officers and directors of the surviving
entity.
Lets dissect this together,...ought to be pretty interesting.. |
